Edward Wilkins
CINCINNATI FINANCIALAbout Edward S. Wilkins
Edward S. Wilkins, CPA, is an independent director of Cincinnati Financial Corp. appointed June 20, 2025, when the board expanded to 14 seats; he was immediately named to the Audit Committee, bringing more than 35 years of audit leadership at Deloitte focused on large financial services clients and audit analytics innovation . He is a retired Audit & Assurance partner at Deloitte & Touche LLP, former leader of Deloitte’s audit analytics practice, and currently serves as an adjunct professor at Vanderbilt’s Owen Graduate School of Management and advisor to Rutgers’ Continuous Auditing and Reporting Lab, reflecting deep expertise in data and technology in auditing . His appointment post-dated the March 5, 2025 proxy record date, so biographical details like age and prior CINF attendance are not yet covered by the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit & Assurance Partner (retired) | More than 35 years | Lead audit partner for major financial services clients; led Deloitte’s audit analytics practice integrating large data and analytics into audit approaches |
| Industry task forces | Member | N/A | PCAOB Data and Technology Task Force; Center for Audit Quality Data Analytics Task Force; AICPA/NAIC Task Force shaping audit leading practices |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Vanderbilt University, Owen Graduate School of Management | Adjunct Professor | N/A | Teaching and sharing financial/audit expertise |
| Rutgers Continuous Auditing and Reporting Lab | Advisor | N/A | Advising on continuous auditing and analytics |
Board Governance
- Appointment and independence: Appointed June 20, 2025 as an independent director and member of the Audit Committee .
- Committee assignment: Audit Committee member (effective upon appointment) .
- Attendance: The 2025 proxy reports 2024 attendance (100% for then-serving directors) and states committee assignments would be reviewed May 3, 2025; Wilkins joined after the proxy record date, so his 2025 attendance will appear in the 2026 proxy .
- Audit Committee scope/standards: The Audit Committee oversees accounting/financial reporting, internal controls, and cybersecurity, and all members are independent under Nasdaq and Exchange Act Section 10A-3; the committee recommended Deloitte for 2025 auditor ratification .
Fixed Compensation
Structure in effect per 2025 proxy for non-employee directors (applies to service in 2024; Wilkins’ 2025 actuals to be disclosed in the 2026 proxy):
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $75,000 |
| Annual Stock Retainer | $75,000 |
| Lead Independent Director Retainer | $50,000 |
| Independent Committee Chair Retainer | $25,000 |
| Meeting Fees (Cash) | $4,500 per board meeting; $1,500 per committee meeting (except Investment); $6,000 per Investment Committee meeting; $7,500 max per day; $60,000 minimum per calendar year |
| Meeting Fees (Stock) | Matches cash meeting fees up to $60,000 per year |
| Perquisites | Company provides life insurance, personal umbrella liability insurance, and spouse travel/meals for certain business events to outside directors |
Note: The compensation committee raised director retainers effective 2024 following a peer review to target a more competitive range; the above levels reflect that adjustment .
Performance Compensation
Directors receive time-based equity retainers; no performance metrics are disclosed for director equity awards.
| Feature | Terms |
|---|---|
| Plan | Cincinnati Financial Corporation Non-Employee Directors’ Stock Plan of 2018 |
| Grant timing | First scheduled compensation committee meeting each calendar year (late Jan/early Feb) |
| Valuation | Fair market value = average of high and low sales price on Nasdaq on grant date |
| Example (2025 grants for 2024 service) | Per-share FMV $139.12 on Jan 30, 2025; 971 shares for each non-employee director completing a full year of service |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed in the CINF appointment announcement |
| Industry/Professional committees | PCAOB Data and Technology Task Force; CAQ Data Analytics Task Force; AICPA/NAIC Task Force |
| Academic/Nonprofit roles | Adjunct professor (Vanderbilt Owen); Advisor (Rutgers Continuous Auditing and Reporting Lab) |
Expertise & Qualifications
- CPA with extensive audit leadership for large insurers/financials and deep experience embedding data analytics in audits, enhancing oversight of financial reporting and controls .
- Active engagement with standard-setting/leading-practice bodies (PCAOB, CAQ, AICPA/NAIC) indicates currency on audit technology and governance trends, beneficial to Audit Committee oversight of cyber/data risks and audit quality .
Equity Ownership
| Date | Filing | Total Beneficial Ownership | Notes |
|---|---|---|---|
| July 2, 2025 | Form 3 | No securities beneficially owned | Initial statement upon becoming a director |
Policy context and alignment:
- Stock ownership guidelines apply to directors; as of March 5, 2025, all directors and executive officers (then-serving) were in compliance; Wilkins joined after that date, so his compliance status will be measured under the guidelines post-appointment .
- Hedging of CINF securities is prohibited for directors, officers and associates; pledging is permitted subject to judgment, with pledged shares by directors/executives at year-end 2024 under 0.1% of shares outstanding and 25 of 28 directors/executives pledging none .
Related Party / Auditor Context (independence monitoring)
| Item | 2023 | 2024 |
|---|---|---|
| Deloitte & Touche LLP – Audit Fees | $3,835,148 | $4,131,607 |
| Deloitte & Touche LLP – Audit-Related Fees | $264,931 | $206,730 |
| Deloitte & Touche LLP – Tax Fees | $1,072,520 | $1,324,490 |
| Deloitte & Touche LLP – All Other Fees | $2,018 | $2,018 |
| Total | $5,174,617 | $5,664,845 |
- The Audit Committee received required PCAOB independence communications and pre-approves all auditor services; it selected Deloitte for 2025 subject to shareholder ratification .
- Wilkins is a retired Deloitte partner while Deloitte is the current independent auditor; the board must ensure continued compliance with SEC/Nasdaq independence rules (including look-back provisions) and manage any appearance-of-conflict risks via recusal where appropriate and robust pre-approval oversight by the Audit Committee .
Insider Filings & Trades
| Date | Form | Transaction/Ownership | Notes |
|---|---|---|---|
| July 2, 2025 | Form 3 | Initial statement – no securities beneficially owned | No Form 4 transactions found through year-end 2025 in filings reviewed |
Governance Assessment
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Strengths:
- Deep audit, financial reporting, and data analytics expertise directly relevant to Audit Committee oversight; appointment explicitly targets analytical capability enhancement .
- Independent director; joins an Audit Committee operating under robust independence and pre-approval policies, with clear scope over controls and cybersecurity .
- Strong alignment policies: hedging prohibition; stock ownership guidelines in place for directors, with historical high compliance among directors/executives as of proxy record date .
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Watch items / RED FLAGS:
- Initial ownership alignment: Form 3 shows no beneficial ownership upon appointment; monitor progress toward director stock ownership guidelines and any deferral elections in the next proxy cycle .
- Potential perceived conflict: retired Deloitte partner on Audit Committee while Deloitte is incumbent auditor; ensure full compliance with independence rules and consider recusal from auditor engagement decisions if appropriate; continue close monitoring by the Nominating/Audit Committees .
- Attendance and engagement metrics for Wilkins are not yet reported (2025 service will be disclosed in the 2026 proxy); monitor for full participation .
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Net view: Wilkins’ audit analytics and large-insurer audit background should bolster audit quality and cyber/data oversight, a positive for investor confidence, with alignment to be evaluated as his ownership builds under the company’s director guidelines and as the board addresses any perceived auditor-related conflicts through rigorous independence practices .